Market Newsdesk

September 2, 2021 8:04 am

Iveric Bio Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Iveric Bio Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

NEW YORK–(BUSINESS WIRE)–IVERIC bio, Inc. (NASDAQ: ISEE) today reported that on September 1, 2021, the Company granted equity-based awards pursuant to the Company’s 2019 Inducement Stock Incentive Plan to three newly-hired, non-executive employees. The inducement grants were approved by the Company’s compensation and talent strategy committee pursuant to a delegation by the Company’s board of directors and were made as a material inducement to the employee’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) as a component of his or her employment compensation.

The inducement grants consisted of a non-statutory option to purchase an aggregate of 155,000 shares of the Company’s common stock, and two grants of an aggregate of 12,500 restricted stock units for shares of the Company’s common stock.

The stock options each have an exercise price of $10.45 per share, equal to the closing price of Iveric Bio’s common stock on September 1, 2021. The stock options each have a ten-year term and vest over four years, with 25% of the shares underlying each option vesting on September 1, 2022 and an additional 2.0833% of the shares underlying each option vesting at the end of each successive month thereafter. The two grants of restricted stock units for shares of the Company’s common stock each vest with respect to 100% of the shares underlying the grant on September 1, 2022. The vesting of each grant is subject to the employee’s continued service with the Company through the applicable vesting date. The inducement grants are subject to the terms and conditions of award agreements covering the grants and the Company’s 2019 Inducement Stock Incentive Plan.

Iveric Bio

Iveric Bio is a science-driven biopharmaceutical company focused on the discovery and development of novel treatment options for retinal diseases with significant unmet medical needs. The Company is currently developing both therapeutic product candidates for age-related retinal diseases and gene therapy product candidates for orphan inherited retinal diseases. Vision is Our Mission. For more information on the Company, please visit www.ivericbio.com.

ISEE-G

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005254/en/

Investor / Media Contact:

Iveric Bio

Kathy Galante, 212-845-8231

Senior Vice President, Investor Relations

[email protected]

Media Contact:

SmithSolve

Alex Van Rees, 973-442-1555 ext. 111

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Health Other Health Research Science Pharmaceutical Optical Biotechnology

MEDIA:

Logo

September 2, 2021 8:04 am

Wiley Reports First Quarter Fiscal 2022 Results

Wiley Reports First Quarter Fiscal 2022 Results

HOBOKEN, N.J.–(BUSINESS WIRE)–
John Wiley & Sons, Inc. (NYSE:JWA) (NYSE:JWB), a global leader in research and education, today announced results for the first quarter ended July 31, 2021.

SUMMARY

GAAP Results: Revenue of $488 million (+13%), Operating Income of $41 million (+36%), and EPS of $0.24 (-17%)
Adjusted Results (at constant currency): Revenue of $488 million (+9%), Adjusted EBITDA of $95 million (+12%), and Adjusted EPS of $0.54 (+17%)
Dividend: 28^th consecutive raise in annualized dividend to $1.38 per share

MANAGEMENT COMMENTARY

“Wiley’s steady execution of growth strategies in open research, online education, and talent development drove another quarter of strong revenue and profit gains,” said Brian Napack, President and CEO. “Our strategies continue to be tightly aligned with accelerating long-term trends across academic and corporate markets, and we are well-positioned to drive social impact by enabling discovery, powering education and shaping workforces.”

FIRST QUARTER PERFORMANCE

GAAP Measures Unaudited ($millions except for EPS)	Q1 2022	Q1 2021	Change
Revenue	$488.4	$431.3	+13%
Operating Income	$41.0	$30.0	+36%
Diluted EPS	$0.24	$0.29	(17%)
Non-GAAP Measures	Q1 2022	Q1 2021	Change Constant Currency
Revenue	$488.4	$431.3	+9%
Adjusted EBITDA	$95.3	$81.8	+12%
Adjusted EPS	$0.54	$0.42	+17%

Excluding acquisitions and currency impact, revenue rose 7% for the quarter. Wiley recorded a favorable FX variance of $16.7 million in Revenue, $3.7 million in Adjusted EBITDA, and $0.05 in Adjusted EPS.

Revenue

Research Publishing & Platforms rose 14% as reported, 10% at constant currency and 5% excluding acquisitions, driven by strong growth in open research, platforms and corporate sales.
Academic & Professional Learning grew 10% as reported and 7% at constant currency, driven by strong growth in digital courseware and professional publishing, accompanied by further recovery in corporate training.
Education Services increased 16% as reported and 13% at constant currency, driven by growth in university services (formerly OPM) and talent development (formerly mthree).

Adjusted EBITDA

Research Publishing & Platforms rose 12% at constant currency primarily driven by revenue growth.
Academic & Professional Learning rose 37% at constant currency, reflecting revenue growth and continued business optimization gains.
Education Services declined 21% at constant currency due to higher marketing costs and investments in growth initiatives.
Adjusted Corporate Expenses were up 18% mainly due to higher unallocated benefit costs.

EPS

GAAP EPS was $0.24 as compared to $0.29 in the prior year period, primarily reflecting non-cash deferred tax expense of $21 million arising from an increase in the UK corporate income tax rate from 19% to 25% effective April 2023.
Adjusted EPS of $0.54was up 17% at constant currency, driven by higher adjusted EBITDA and a lower adjusted effective tax rate.

Adjusted EPS Change

Going forward, Wiley’s Adjusted EPS metric will exclude the impact of certain non-cash items directly related to acquisitions, most notably the amortization of acquired intangible assets. The Company does not consider these non-cash items to be indicative of its ongoing operating performance. For the first quarter, under the new measurement, Adjusted EPS (excluding the impact of amortization of intangibles) was $0.85 compared to $0.67 in the prior year period. See the Adjusted EPS reconciliation table toward the end of this release for more information.

Balance Sheet, Cash Flow, and Capital Allocation

Net debt-to-EBITDA ratio (trailing twelve months) at quarter-end was 2.0, even with the year-ago period.

Net Cash Used in Operating Activities was $85 million compared to $121 million in the prior year period, with the $36 million improvement driven by higher cash earnings and favorable changes in working capital. Note, Wiley’s regular use of cash in the first half of the fiscal year is driven by the timing of cash collections for annual journal subscriptions, which are concentrated in the third and fourth fiscal quarters.

Free Cash Flow less Product Development Spending was a use of $108 million as compared to a use of $145 million in the prior year, an improvement of $37 million.

Dividends: In June, Wiley raised its dividend for the 28^th consecutive year. The current quarterly dividend is equivalent to an annual dividend of $1.38 per share, an increase from $1.37 per share in Fiscal 2021.

Share Repurchases: The Company utilized approximately $7.4 million to repurchase approximately 130,000 shares at an average cost per share of $56.88.

FISCAL YEAR 2022 OUTLOOK

The Company is reaffirming its full year outlook and adding the newly defined Adjusted EPS metric. Going forward, Wiley will discontinue reporting on the former Adjusted EPS metric.

Metric ($millions, except EPS)

Fiscal 2021

Fiscal 2022 Outlook

Revenue

$1,942

$2,070 to $2,100

Adjusted EBITDA

$419

$415 to $435

Adjusted EPS – former

$2.92

$2.80 to $3.05

Adjusted EPS – newly defined

$4.00

$4.00 to $4.25

Free Cash Flow

$257

$200 to $220

EARNINGS CONFERENCE CALL

Scheduled for today, September 2 at 10:00 am (ET). Access webcast at investors.wiley.com. or directly at https://event.on24.com/wcc/r/3384264/798549EF00EC73C2803C99A64C083AD2. US callers, please dial (844) 418-0103 and enter the participant code 9996020#. International callers, please dial (236) 714-3019 and enter the participant code 9996020#.

ABOUT WILEY

Wiley (NYSE:JWA) (NYSE:JWB) is a global leader in research and education, unlocking human potential by enabling discovery, powering education, and shaping workforces. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world. Visit us at Wiley.com, Like us on Facebook and Follow us on Twitter and LinkedIn.

NON-GAAP FINANCIAL MEASURES

Wiley provides non-GAAP financial measures and performance results such as “Adjusted EPS,” “EBITDA”, “Adjusted EBITDA,” “Adjusted Contribution to Profit,” “Adjusted Income before Taxes,” “Adjusted Income Tax Provision,” “Adjusted Effective Tax Rate,” “Free Cash Flow less Product Development Spending,” “organic revenue,” and results on a Constant Currency basis to assess underlying business performance and trends. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of acquisitions provide a useful comparable basis to analyze operating results and earnings. See the reconciliations of non-GAAP financial measures and explanations of the uses of non- GAAP measures in the supplementary information. We have not provided our 2022 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

FORWARD-LOOKING STATEMENTS

This release contains certain forward-looking statements concerning the Company’s operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment by Wiley in new technologies and products; (ii) subscriber renewal rates for the Company’s journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key retailers; (vi) the seasonal nature of the Company’s educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company’s ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the Company’s ability to realize operating savings over time and in fiscal year 2022 in connection with our multi-year Business Optimization Program; (xi) the impact of COVID-19 on our operations, performance, and financial condition; and (xii) other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances.

Category: All Corporate News

Category: Earnings Releases

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION⁽¹⁾⁽²⁾

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Dollars in thousands, except per share information)

(unaudited)

Three Months Ended

July 31,

2021

2020

Revenue, net
$

488,388

$

431,326

Costs and expenses:

Cost of sales

165,956

144,809

Operating and administrative expenses

260,589

237,369

Restructuring and related (credits) charges

(276

)

2,218

Amortization of intangible assets

21,151

16,891

Total costs and expenses

447,420

401,287

Operating income

40,968

30,039

As a % of revenue

8.4

%

7.0

%

Interest expense

(4,639

)

(4,614

)

Foreign exchange transaction gains (losses)

370

(82

)

Gain on sale of certain assets

3,750

–

Other income, net

3,553

4,391

Income before taxes

44,002

29,734

Provision for income taxes

30,172

13,400

Effective tax rate

68.6

%

45.1

%

Net income
$

13,830

$

16,334

As a % of revenue

2.8

%

3.8

%

Earnings per share

Basic
$

0.25

$

0.29

Diluted
$

0.24

$

0.29

Weighted average number of common shares outstanding

Basic

55,869

55,912

Diluted

56,599

56,193

Notes:

(1) The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION ^{(1) (2)}

RECONCILIATION OF US GAAP MEASURES to NON-GAAP MEASURES

(unaudited)

Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS

Three Months Ended

July 31,

2021

2020

US GAAP Earnings Per Share – Diluted
$

0.24

$

0.29

Adjustments:

Restructuring and related (credits) charges

(0.01

)

0.03

Foreign exchange gains on intercompany transactions

(0.01

)

(0.02

)

Gain on sale of certain assets (A)

(0.05

)

–

Income tax adjustments (B)

0.37

0.12

Non-GAAP Adjusted Earnings Per Share – Diluted
$

0.54

$

0.42

Reconciliation of US GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes

Three Months Ended

(amounts in thousands)
July 31,

2021

2020

US GAAP Income Before Taxes
$

44,002

$

29,734

Pretax Impact of Adjustments:

Restructuring and related (credits) charges

(276

)

2,218

Foreign exchange gains on intercompany transactions

(795

)

(1,569

)

Gain on sale of certain assets (A)

(3,750

)

–

Non-GAAP Adjusted Income Before Taxes
$

39,181

$

30,383

Reconciliation of US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision,
including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate

US GAAP Income Tax Provision
$

30,172

$

13,400

Income Tax Impact of Adjustments (C):

Restructuring and related (credits) charges

45

743

Foreign exchange gains on intercompany transactions

(101

)

(612

)

Gain on sale of certain assets (A)

(936

)

–

Income Tax Adjustments:

Impact of increase in UK statutory rate on deferred tax balances (B)

(20,726

)

(6,689

)

Non-GAAP Adjusted Income Tax Provision
$

8,454

$

6,842

US GAAP Effective Tax Rate

68.6

%

45.1

%

Non-GAAP Adjusted Effective Tax Rate

21.6

%

22.5

%

Notes:

(A) The gain on sale of certain assets is due to the sale of our world languages product portfolio which was included in our Academic & Professional Learning segment and resulted in a pretax gain of approximately $3.8 million during the three months ended July 31, 2021.

(B) On June 10, 2021, the UK officially increased its corporate tax rate from 19% to 25% effective April 1, 2023. This resulted in a $20.7 million non-cash deferred tax expense from the re-measurement of the Company’s applicable UK net deferred tax liabilities during the three months ended July 31, 2021. During the first quarter of fiscal 2021, the UK officially enacted legislation that increased its statutory rate from 17% to 19%. This resulted in a $6.7 million non-cash deferred tax expense from the re-measurement of the Company’s applicable UK net deferred tax liabilities during the three months ended July 31, 2020.

(C) For the three months ended July 31, 2021, substantially all of the tax impact was from deferred taxes. For the three months ended July 31, 2020, the tax impact was $0.2 million from current taxes offset by $0.1 million from deferred taxes.

(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION ⁽¹⁾⁽²⁾

RECONCILIATION OF NON-GAAP ADJUSTED EPS – FROM PREVIOUSLY REPORTED TO NEWLY DEFINED

(Dollars in thousands, except per share information)

(unaudited)

Fiscal Year 2022

Fiscal Year 2021

Fiscal Year

Q1

Q1

Q2

Q3

Q4

Fiscal Year

2020

Non-GAAP Adjusted Income Before Taxes (Previously Reported)
$

39,181

$

30,383

$

70,664

$

48,334

$

58,385

$

207,765

$

173,119

Plus: Amortization of acquired intangible assets (A)

22,284

18,149

18,381

20,163

22,728

79,421

68,269

Non-GAAP Adjusted Income Before Taxes (Newly Defined)

61,465

48,532

89,045

68,497

81,113

287,186

241,388

Less: Non-GAAP Adjusted Income Tax Provision (Newly Defined)

13,297

11,140

19,107

14,974

15,909

61,131

53,995

Non-GAAP Adjusted Net Income (Newly Defined)
$

48,168

$

37,392

$

69,938

$

53,523

$

65,204

$

226,055

$

187,393

Non-GAAP Adjusted Earnings Per Share – Diluted (Newly Defined)
$

0.85

$

0.67

$

1.25

$

0.95

$

1.15

$

4.00

$

3.30

Non-GAAP Adjusted Earnings Per Share – Diluted (Previously Reported)
$

0.54

$

0.42

$

1.00

$

0.68

$

0.84

$

2.92

$

2.40

Weighted average number of common shares outstanding (shares in 000’s)

Diluted (B)

56,599

56,193

56,165

56,332

56,616

56,461

56,729

Reconciliation of US GAAP EPS to Non-GAAP Adjusted EPS

Fiscal Year 2022

Fiscal Year 2021

Fiscal Year

Q1

Q1

Q2

Q3

Q4

Fiscal Year

2020

US GAAP Earnings (Loss) Per Share – Diluted
$

0.24

$

0.29

$

1.22

$

0.39

$

0.73

$

2.63

$

(1.32

)

Adjustments:

Restructuring and related (credits) charges

(0.01

)

0.03

0.02

0.28

0.12

0.44

0.43

Foreign exchange (gains) losses on intercompany transactions

(0.01

)

(0.02

)

0.01

0.01

(0.01

)

(0.02

)

0.02

Gain on sale of certain assets

(0.05

)

–

–

–

–

–

–

Impairment of goodwill

–

–

–

–

–

–

1.94

Impairment of Blackwell trade name

–

–

–

–

–

–

1.31

Impairment of developed technology intangible

–

–

–

–

–

–

0.04

Income tax adjustments

0.37

0.12

(0.25

)

–

–

(0.13

)

(0.03

)

EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (B)

–

–

–

–

–

–

0.01

Non-GAAP Adjusted Earnings Per Share – Diluted (Previously Reported)
$

0.54

$

0.42

$

1.00

$

0.68

$

0.84

$

2.92

$

2.40

Amortization of acquired intangible assets

0.31

0.25

0.25

0.27

0.31

1.08

0.90

Non-GAAP Adjusted Earnings Per Share – Diluted (Newly Defined)
$

0.85

$

0.67

$

1.25

$

0.95

$

1.15

$

4.00

$

3.30

Reconciliation of US GAAP Income (Loss) Before Taxes to Non-GAAP Adjusted Income Before Taxes

US GAAP Income (Loss) Before Taxes
$

44,002

$

29,734

$

68,513

$

27,392

$

50,273

$

175,912

$

(63,092

)

Pretax Impact of Adjustments:

Restructuring and related (credits) charges

(276

)

2,218

1,920

20,675

8,497

33,310

32,607

Foreign exchange (gains) losses on intercompany transactions

(795

)

(1,569

)

231

267

(385

)

(1,457

)

1,256

Gain on sale of certain assets

(3,750

)

–

–

–

–

–

–

Impairment of goodwill

–

–

–

–

–

–

110,000

Impairment of Blackwell trade name

–

–

–

–

–

–

89,507

Impairment of developed technology intangible

–

–

–

–

–

–

2,841

Non-GAAP Adjusted Income Before Taxes (Previously Reported)
$

39,181

$

30,383

$

70,664

$

48,334

$

58,385

$

207,765

$

173,119

Amortization of acquired intangible assets (A)

22,284

18,149

18,381

20,163

22,728

79,421

68,269

Non-GAAP Adjusted Income Before Taxes (Newly Defined)
$

61,465

$

48,532

$

89,045

$

68,497

$

81,113

$

287,186

$

241,388

Reconciliation of US GAAP Income Tax Provision to Non-GAAP Adjusted Income Tax Provision, including our US GAAP Effective Tax Rate and our Non-GAAP Adjusted Effective Tax Rate

US GAAP Income Tax Provision
$

30,172

$

13,400

$

81

$

5,231

$

8,944

$

27,656

$

11,195

Income Tax Impact of Adjustments: (C)

Restructuring and related (credits) charges

45

743

654

4,965

1,702

8,065

7,949

Foreign exchange (gains) losses on intercompany transactions

(101

)

(612

)

122

87

40

(363

)

242

Gain on sale of certain assets

(936

)

–

–

–

–

–

–

Impairment of goodwill

–

–

–

–

–

–

–

Impairment of Blackwell trade name

–

–

–

–

–

–

15,216

Impairment of developed technology intangible

–

–

–

–

–

–

686

Income Tax Adjustments:

Impact of increase in UK statutory rate on deferred tax balances (D)

(20,726

)

(6,689

)

(83

)

–

3,261

(3,511

)

–

Impact of US CARES Act (E)

–

–

13,998

–

–

13,998

–

Impact of change in certain US state tax rates in 2021 and tax rates in France in 2020 (D)

–

–

–

–

(3,225

)

(3,225

)

1,887

Non-GAAP Adjusted Income Tax Provision (Previously Reported)
$

8,454

$

6,842

$

14,772

$

10,283

$

10,722

$

42,620

$

37,175

Amortization of acquired intangible assets (C)

4,843

4,298

4,335

4,691

5,187

18,511

16,820

Non-GAAP Adjusted Income Tax Provision (Newly Defined)
$

13,297

$

11,140

$

19,107

$

14,974

$

15,909

$

61,131

$

53,995

Non-GAAP Adjusted Net Income (Previously Reported)
$

30,727

$

23,541

$

55,892

$

38,051

$

47,663

$

165,145

$

135,944

Non-GAAP Adjusted Net Income (Newly Defined)
$

48,168

$

37,392

$

69,938

$

53,523

$

65,204

$

226,055

$

187,393

US GAAP Effective Tax Rate

68.6

%

45.1

%

0.1

%

19.1

%

17.8

%

15.7

%

-17.7

%

Non-GAAP Adjusted Effective Tax Rate (Previously Reported)

21.6

%

22.5

%

20.9

%

21.3

%

18.4

%

20.5

%

21.5

%

Non-GAAP Adjusted Effective Tax Rate (Newly Defined)

21.6

%

23.0

%

21.5

%

21.9

%

19.6

%

21.3

%

22.4

%

Notes:

(A) Reflects the amortization of intangible assets established on the opening balance sheet for an acquired business. This includes the amortization of intangible assets such as developed technology, customer relationships, tradenames, etc., which is reflected in the “Amortization of intangible assets” line in the Condensed Consolidated Statements of Net Income. It also includes the amortization of acquired product development assets, which is reflected in “Cost of sales” in the Condensed Consolidated Statements of Net Income.

(B) For Fiscal Year 2020, represents the impact of using diluted weighted-average number of common shares outstanding (56.7 million shares for the year ended April 30, 2020) included in the Non-US GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.

(C) These adjustments substantially impacted deferred taxes.

(D) These adjustments impacted deferred taxes.

(E) The tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes in the three months ended October 31, 2020 and the year ended April 30, 2021.

(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) All amounts are approximate due to rounding.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION ⁽¹⁾

RECONCILIATION OF US GAAP NET INCOME TO NON-GAAP EBITDA AND ADJUSTED EBITDA

(unaudited)

Three Months Ended

July 31,

2021

2020

Net Income
$

13,830

$

16,334

Interest expense

4,639

4,614

Provision for income taxes

30,172

13,400

Depreciation and amortization

54,566

49,507

Non-GAAP EBITDA

103,207

83,855

Restructuring and related (credits) charges

(276

)

2,218

Foreign exchange transaction (gains) losses

(370

)

82

Gain on sale of certain assets

(3,750

)

–

Other income, net

(3,553

)

(4,391

)

Non-GAAP Adjusted EBITDA
$

95,258

$

81,764

Adjusted EBITDA Margin

19.5

%

19.0

%

Notes:

(1) See Explanation of Usage of Non-GAAP Performance Measures included in this supplementary information for additional details on the reasons why management believes presentation of each non-GAAP performance measure provides useful information to investors. The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION⁽¹⁾

SEGMENT RESULTS

(in thousands)

(unaudited)

% Change

Three Months Ended July 31,

Favorable (Unfavorable)

2021

2020

Reported

Constant

Currency

Research Publishing & Platforms:

Revenue, net

Research Publishing
$

263,358

$

230,464

14

%

10

%

Research Platforms

11,398

10,346

10

%

10

%

Total Revenue, net
$

274,756

$

240,810

14

%

10

%

Contribution to Profit
$

78,808

$

69,818

13

%

10

%

Adjustments:

Restructuring charges (credits)

216

(197

)
# #

Non-GAAP Adjusted Contribution to Profit
$

79,024

$

69,621

14

%

10

%

Depreciation and amortization

23,762

19,701

-21

%

-18

%

Non-GAAP Adjusted EBITDA
$

102,786

$

89,322

15

%

12

%

Adjusted EBITDA margin

37.4

%

37.1

%

Academic & Professional Learning:

Revenue, net

Education Publishing ⁽²⁾
$

66,380

$

63,603

4

%

1

%

Professional Learning

72,884

62,829

16

%

13

%

Total Revenue, net
$

139,264

$

126,432

10

%

7

%

Contribution to Profit
$

8,152

$

(278

)
# #

Adjustments:

Restructuring charges

171

33

# #

Non-GAAP Adjusted Contribution to Profit
$

8,323

$

(245

)
# #

Depreciation and amortization

18,364

18,804

2

%

5

%

Non-GAAP Adjusted EBITDA
$

26,687

$

18,559

44

%

37

%

Adjusted EBITDA margin

19.2

%

14.7

%

Education Services:

Revenue, net

University Services ⁽³⁾
$

54,394

$

50,262

8

%

8

%

Talent Development Services ^{(2) (4)}

19,974

13,822

45

%

34

%

Total Revenue, net
$

74,368

$

64,084

16

%

13

%

Contribution to Profit
$

(1,827

)

$

456

# #

Adjustments:

Restructuring (credits) charges

(34

)

139

# #

Non-GAAP Adjusted Contribution to Profit
$

(1,861

)

$

595

# #

Depreciation and amortization

8,303

7,279

-14

%

-13

%

Non-GAAP Adjusted EBITDA
$

6,442

$

7,874

-18

%

-21

%

Adjusted EBITDA margin

8.7

%

12.3

%

Corporate Expenses:
$

(44,165

)

$

(39,957

)

-11

%

-9

%

Adjustments:

Restructuring (credits) charges

(629

)

2,243

# #

Non-GAAP Adjusted Contribution to Profit
$

(44,794

)

$

(37,714

)

-19

%

-17

%

Depreciation and amortization

4,137

3,723

-11

%

-11

%

Non-GAAP Adjusted EBITDA
$

(40,657

)

$

(33,991

)

-20

%

-18

%

Consolidated Results:

Revenue, net
$

488,388

$

431,326

13

%

9

%

Operating Income
$

40,968

$

30,039

36

%

28

%

Adjustments:

Restructuring (credits) charges

(276

)

2,218

# #

Non-GAAP Adjusted Contribution to Profit
$

40,692

$

32,257

26

%

18

%

Depreciation and amortization

54,566

49,507

-10

%

-12

%

Non-GAAP Adjusted EBITDA
$

95,258

$

81,764

17

%

12

%

Adjusted EBITDA margin

19.5

%

19.0

%

(1) The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) In May 2021, we moved the WileyNXT product offering from Academic & Professional Learning – Education Publishing to Education Services – Talent Development Services. As a result, the prior period results related to the WileyNXT product offering have been included in Education Services – Talent Development Services. The Revenue, Adjusted Contribution to Profit and Adjusted EBITDA for WileyNXT was $0.5 million, $0.1 million, and $0.1 million, respectively, for the three months ended July 31, 2020. There were no changes to our total consolidated financial results.

(3) University Services was previously referred to as Education Services OPM.

(4) Talent Development Services was previously referred to as mthree.

# Variance greater than 100%

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION ⁽¹⁾

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

(unaudited)

July 31,

April 30,

2021

2021

Assets:

Current assets

Cash and cash equivalents
$

82,982

$

93,795

Accounts receivable, net

284,579

311,571

Inventories, net

40,392

42,538

Prepaid expenses and other current assets

70,736

78,393

Total current assets

478,689

526,297

Product development assets, net

49,017

49,517

Royalty advances, net

27,668

39,582

Technology, property and equipment, net

273,306

282,270

Intangible assets, net

995,613

1,015,302

Goodwill

1,301,599

1,304,340

Operating lease right-of-use assets

122,334

121,430

Other non-current assets

114,574

107,701

Total assets
$

3,362,800

$

3,446,439

Liabilities and shareholders’ equity:

Current liabilities

Accounts payable
$

62,230

$

95,791

Accrued royalties

90,064

78,582

Short-term portion of long-term debt

12,500

12,500

Contract liabilities

418,459

545,425

Accrued employment costs

66,771

144,744

Accrued income taxes

9,628

8,590

Short-term portion of operating lease liabilities

21,547

22,440

Other accrued liabilities

81,902

80,900

Total current liabilities

763,101

988,972

Long-term debt

952,020

809,088

Accrued pension liability

136,391

146,247

Deferred income tax liabilities

188,880

172,903

Operating lease liabilities

145,340

145,832

Other long-term liabilities

99,163

92,106

Total liabilities

2,284,895

2,355,148

Shareholders’ equity

1,077,905

1,091,291

Total liabilities and shareholders’ equity
$

3,362,800

$

3,446,439

(1) The supplementary information included in this press release for July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.

SUPPLEMENTARY INFORMATION⁽¹⁾

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Three Months Ended

July 31,

2021

2020

Operating activities:

Net income
$

13,830

16,334

Amortization of intangible assets

21,151

16,891

Amortization of product development assets

9,058

9,148

Depreciation and amortization of technology, property, and equipment

24,357

23,468

Other noncash charges

35,856

25,932

Net change in operating assets and liabilities

(189,026

)

(212,556

)

Net cash used in operating activities

(84,774

)

(120,783

)

Investing activities:

Additions to technology, property, and equipment

(17,910

)

(18,964

)

Product development spending

(5,670

)

(5,325

)

Businesses acquired in purchase transactions, net of cash acquired

(3,032

)

(136

)

Proceeds related to the sale of certain assets

3,375

–

Acquisitions of publication rights and other

(295

)

(3,855

)

Net cash used in investing activities

(23,532

)

(28,280

)

Financing activities:

Net debt borrowings

142,703

67,356

Cash dividends

(19,307

)

(19,261

)

Purchases of treasury shares

(7,367

)

–

Other

(16,940

)

(4,611

)

Net cash provided by financing activities

99,089

43,484

Effects of exchange rate changes on cash, cash equivalents and restricted cash

(1,586

)

4,500

Change in cash, cash equivalents and restricted cash for period

(10,803

)

(101,079

)

Cash, cash equivalents and restricted cash – beginning

94,359

203,047

Cash, cash equivalents and restricted cash – ending
$

83,556

$

101,968

CALCULATION OF NON-GAAP FREE CASH FLOW LESS PRODUCT DEVELOPMENT SPENDING

Three Months Ended

July 31,

2021

2020

Net cash used in operating activities
$

(84,774

)

$

(120,783

)

Less: Additions to technology, property, and equipment

(17,910

)

(18,964

)

Less: Product development spending

(5,670

)

(5,325

)

Free cash flow less product development spending
$

(108,354

)

$

(145,072

)

See Explanation of Usage of Non-GAAP Performance Measures included in this supplemental information.

(1) The supplementary information included in this press release for the three months ended July 31, 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

JOHN WILEY & SONS, INC.

EXPLANATION OF USAGE OF NON-GAAP PERFORMANCE MEASURES

In this earnings release and supplemental information, management may present the following non-GAAP performance measures:

Adjusted Earnings Per Share (Adjusted EPS);

Free Cash Flow less Product Development Spending;

Adjusted Contribution to Profit and margin;

Adjusted Income Before Taxes;

Adjusted Income Tax Provision;

Adjusted Effective Tax Rate;

Adjusted Net Income;

EBITDA, Adjusted EBITDA and margin;

Organic revenue; and

Results on a constant currency basis.

Management uses these non-GAAP performance measures as supplemental indicators of our operating performance and financial position as well for internal reporting and forecasting purposes, when publicly providing its outlook, to evaluate the Company’s performance and calculate incentive compensation.

The Company presents these non-GAAP performance measures in addition to US GAAP financial results because it believes that these non-GAAP performance measures provide useful information to certain investors and financial analysts for operational trends and comparisons over time. The use of these non-GAAP performance measures may also provide a consistent basis to evaluate operating profitability and performance trends by excluding items that we do not consider to be controllable activities for this purpose.

The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted Contribution to Profit. We present both Adjusted Contribution to Profit and Adjusted EBITDA for each of our reportable segments since we believe Adjusted EBITDA provides additional useful information to certain investors and financial analysts for operational trends and comparisons over time as it removes the impact of depreciation and amortization expense, as well as a consistent basis to evaluate operating profitability and comparing our financial performance to that of our peer companies and competitors.

For example:

Adjusted EPS, Adjusted Contribution to Profit, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, Adjusted Net Income, Adjusted EBITDA and organic revenue (excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.

Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends and fund share repurchases and acquisitions.

Results on a constant currency basis removes distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.

In addition, the Company has historically provided these or similar non-GAAP performance measures and understand that some investors and financial analysts find this information helpful in analyzing the Company’s operating margins and net income, and in comparing the Company’s financial performance to that of its peer companies and competitors. Based on interactions with investors, we also believe that the Company’s non-GAAP performance measures are regarded as useful to our investors as supplemental to our US GAAP financial results, and that there is no confusion regarding the adjustments or our operating performance to our investors due to the comprehensive nature of our disclosures.

We have not provided our 2022 outlook for the most directly comparable US GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results computed in accordance with US GAAP.

Non-GAAP performance measures do not have standardized meanings prescribed by US GAAP and therefore may not be comparable to the calculation of similar measures used by other companies and should not be viewed as alternatives to measures of financial results under US GAAP. The adjusted metrics have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, US GAAP information. It does not purport to represent any similarly titled US GAAP information, and is not an indicator of our performance under US GAAP. Non-US GAAP financial metrics that we present may not be comparable with similarly titled measures used by others. Investors are cautioned against placing undue reliance on these non-US GAAP measures.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005271/en/

Investors:

Brian Campbell

201.748.6874

[email protected]

Media:

Katie Roberts

602.373.7233

[email protected]

KEYWORDS: United States North America New Jersey

INDUSTRY KEYWORDS: Publishing Other Education Communications Training Education

MEDIA:

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Posted on September 2, 2021 8:04 am
Keros Therapeutics to Participate in Two Upcoming Healthcare Conferences

LEXINGTON, Mass., Sept. 02, 2021 (GLOBE NEWSWIRE) — Keros Therapeutics, Inc. (“Keros”) (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel treatments for patients suffering from hematological and musculoskeletal disorders with high unmet medical need, today announced that Keros’ President and Chief Executive Officer Jasbir S. Seehra, Ph.D., will participate in two upcoming healthcare conferences.

Presentation Details:

Event: Morgan Stanley 19^th Annual Global Healthcare Conference
Date/Time: Friday, September 10 at 11:00 AM ET
Format: Fireside Chat

Event: H.C. Wainwright 23^rd Annual Global Investment Conference
Date/Time: Available on Monday, September 13 starting at 7:00 AM ET
Format: Corporate Presentation

The Morgan Stanley fireside chat presentation will be webcast live at https://morganstanley.webcasts.com/starthere.jsp?ei=1488923&tp_key=f6a26a9322 and the H.C. Wainwright presentation will be available at https://journey.ct.events/view/2af63db8-a98e-40f7-bb4e-4fc6d4b18ba0. Both will be archived in the Investors section of the Keros website at https://ir.kerostx.com/. A replay will be available for 90 days following the conclusion of the event.

About Keros Therapeutics, Inc.

Keros is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel treatments for patients suffering from hematologic and musculoskeletal disorders with high unmet medical need. Keros is a leader in understanding the role of the transforming growth factor-Beta, or TGF-ß, family of proteins, which are master regulators of red blood cell and platelet production as well as of the growth, repair and maintenance of muscle and bone. Keros’ lead protein therapeutic product candidate, KER-050, is being developed for the treatment of low blood cell counts, or cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndromes and in patients with myelofibrosis. Keros’ lead small molecule product candidate, KER-047, is being developed for the treatment of anemia resulting from iron imbalance, as well as for the treatment of fibrodysplasia ossificans progressiva. Keros’ third product candidate, KER-012, is being developed for the treatment of disorders associated with bone loss, such as osteoporosis and osteogenesis imperfecta, and for the treatment of pulmonary arterial hypertension.

Investor Contact:

Mike Biega
[email protected]
(617) 221-9660

Posted on September 2, 2021 8:04 am
Kaleyra to Present at the 10th Annual Gateway Conference on September 9, 2021

Kaleyra to Present at the 10^th Annual Gateway Conference on September 9, 2021

NEW YORK & VIENNA, Va.–(BUSINESS WIRE)–Kaleyra, Inc. (NYSE:KLR) (NYSE American:KLR WS) (“Kaleyra” or the “Company”), a rapidly growing cloud communications software provider delivering a secure system of application programming interfaces (APIs) and connectivity solutions in the API/Communications Platform as a Service (CPaaS) market, has been invited to present at the 10^th Annual Gateway Conference, which is being held virtually on September 8-9, 2021.

Kaleyra management is scheduled to present on Thursday, September 9^th at 7:30 a.m. Pacific time, with one-on-one meetings to be held throughout the conference. The presentation will be webcast live and available for replay here.

To receive additional information, request an invitation or to schedule a one-on-one meeting, please email [email protected].

About the Gateway Conference

For the past nine years, the Gateway Conference has engaged the management teams of nearly 800 public and private growth companies and thousands of institutional investors, sell-side analysts and sponsoring investment bankers. Past attendees have valued the event for its direct access to high-quality companies and investors. Follow the Gateway Conference on Twitter and join the conversation using the #GatewayIRConference hashtag. For more information, visit gateway-grp.com/conference/.

About Kaleyra

Kaleyra, Inc. (NYSE:KLR) (NYSE American:KLR WS) is a global group providing mobile communication services to financial institutions, e-commerce players, OTTs, software companies, logistic enablers, healthcare providers, retailers, and other large organizations worldwide.

Kaleyra today has a customer base of 3800+ companies spread around the world. Through its proprietary platform and robust APIs, Kaleyra manages multi-channel integrated communication services, consisting of messaging, rich messaging and instant messaging, video, push notifications, e-mail, voice services, and chatbots.

Kaleyra’s technology makes it possible to safely and securely manage billions of messages monthly with over 1600 operator connections in 190+ countries, including all tier-1 US carriers.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005251/en/

Investors:

Tom Colton or Matt Glover

Gateway Investor Relations

949-574-3860

[email protected]

KEYWORDS: United States North America New York Virginia

INDUSTRY KEYWORDS: Technology VoIP Audio/Video Telecommunications Mobile/Wireless Software Internet

MEDIA:

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Posted on September 2, 2021 8:04 am
Ayala Pharmaceuticals to Participate in Upcoming Virtual Investor Conferences

REHOVOT, Israel and WILMINGTON, Del., Sept. 02, 2021 (GLOBE NEWSWIRE) — Ayala Pharmaceuticals, Inc. (NASDAQ: AYLA), a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, today announced that Ayala management will participate in two upcoming virtual investor conferences in September:

H.C. Wainwright 23^rd Annual Global Investor Conference: Corporate Presentation available on-demand starting Monday, September 13, 2021 at 7:00 am ET.

Citi’s 16th Annual Biopharma Virtual Conference: Management will participate in investor meetings on Thursday, September 9, 2021.

A webcast of the H.C. Wainwright 23^rd Annual Global Investor Conference presentation may be accessed by visiting the Events & Presentations section of Ayala’s website at ir.ayalapharma.com. An archived replay of the webcast will be available on the website for approximately 90 days following the presentation.

About Ayala Pharmaceuticals

Ayala Pharmaceuticals, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala’s approach is focused on predicating, identifying and addressing tumorigenic drivers of cancer through a combination of its bioinformatics platform and next-generation sequencing to deliver targeted therapies to underserved patient populations. The company has two product candidates under development, AL101 and AL102, targeting the aberrant activation of the Notch pathway with gamma secretase inhibitors to treat a variety of tumors including Adenoid Cystic Carcinoma, Triple Negative Breast Cancer (TNBC), T-cell Acute Lymphoblastic Leukemia (T-ALL), Desmoid Tumors and Multiple Myeloma (MM) (in collaboration with Novartis). AL101, has received Fast Track Designation and Orphan Drug Designation from the U.S. FDA and is currently in a Phase 2 clinical trial for patients with ACC (ACCURACY) bearing Notch activating mutations and in a Phase 2 clinical trial for patients with TNBC (TENACITY) bearing Notch activating mutations and other gene rearrangements. AL102 is currently in a Pivotal Phase 2/3 clinical trials for patients with desmoid tumors (RINGSIDE) and is being evaluated in a Phase 1 clinical trial in combination with Novartis’ BMCA targeting agent, WVT078, in Patients with relapsed/refractory Multiple Myeloma. For more information, visit www.ayalapharma.com.

Investors:

Julie Seidel
Stern Investor Relations, Inc.
+1-212-362-1200
[email protected]

Ayala Pharmaceuticals:

+1-857-444-0553
[email protected]

Posted on September 2, 2021 8:04 am
American Eagle Outfitters Reports All-time High Second Quarter Revenue and Operating Income Reflecting Strength Across Brands and Great Progress on our “Real Power. Real Growth.” Value Creation Plan

American Eagle Outfitters Reports All-time High Second Quarter Revenue and Operating Income Reflecting Strength Across Brands and Great Progress on our “Real Power. Real Growth.” Value Creation Plan

Second Quarter 2021 Highlights Compared to Second Quarter 2020

Record revenue of $1.19 billion increased 35%

Operating income reached an all-time second quarter high of $168 million

Higher full-priced sales, reduced promotions and controlled costs fueled gross margin expansion to 42.1%

Aerie net revenue increased 34%, operating income rose 132%, reflecting a 21.0% operating margin

American Eagle net revenue rose 35%, operating income was up 234%, reflecting a 23.5% operating margin

PITTSBURGH–(BUSINESS WIRE)–
American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the second quarter ended July 31, 2021.

“It’s extremely gratifying to see significant growth across our business, as we delivered another quarter of record revenue and profitability. Results underscore the strength of our brands, outstanding product and a leading customer experience across selling channels. We are running our business with a laser focus on profitability through inventory and real-estate optimization initiatives and investments to enhance our supply chain. Led by an expanding customer file, Aerie is achieving consistent, robust multi-year growth and very strong profit flow through. American Eagle posted meaningful top-and bottom-line increases with significant unlock still ahead. Our Real Power. Real Growth. plan has been a guiding light for all facets of the business, positioning us to successfully navigate a dynamic macro environment. Despite external challenges, I believe we are on path to achieve $600 million in operating income this year, well ahead of our previous target,” said Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer.”

Second Quarter 2021 Results

Total net revenue increased $311 million, or 35% to $1.19 billion, compared to $0.88 billion in the second quarter of 2020.

Aerie revenue of $336 million rose 34% from second quarter 2020 on top of 32% growth last year. American Eagle revenue of $846 million rose 35% versus second quarter 2020 following a 26% decline last year.

Consolidated store revenue increased 73% from second quarter 2020 due to an improvement in store traffic. Total online demand this quarter was up 9%. Digital revenue decreased 5% from second quarter 2020 reflecting the natural channel shift associated with improved store traffic across the US. Last year, the abrupt acceleration in digital also created a significant fulfillment backlog that shifted sales from the first quarter into the second quarter in 2020. Compared to the pre-pandemic second quarter 2019 base, store revenue increased 4% and digital revenue increased 66%.

Gross profit of $502 million rose 89% from $265 million in the second quarter of 2020.

Gross margin of 42.1% expanded 1210 basis points from 30% in the second quarter of 2020. The increase from 2020 reflected significant revenue and merchandise margin expansion across brands, primarily driven by strong demand, higher full-priced sales, lower promotions and inventory optimization initiatives. Rent, digital delivery expenses and compensation also leveraged.

Selling, general and administrative expense leveraged 70 basis points as a rate to sales versus second quarter 2020 due to strong revenue growth. On a dollar basis, SG&A increased due largely to the re-opening of our stores. We also saw increased advertising as well as incentive costs.

Depreciation and amortization expense of $40 million compared to $39 million in the second quarter of 2020 and leveraged 100 basis points as a rate to sales due to strong revenue growth, asset impairments, as well as lower capital spending in 2020.

Operating income of $168 million compared to an operating loss of $12 million in second quarter 2020, or operating income of $2 million on an adjusted basis. Aerie’s operating income of $71 million increased 132% from $30 million in the second quarter of 2020 and American Eagle’s operating income of $199 million increased 234% from $60 million in the second quarter of 2020.

Operating margin of 14.1% reflected the highest rate since 2008. Aerie operating margin of 21.0% expanded 890 bps from 2020 and American Eagle’s operating margin of 23.5% expanded 1400 bps from 2020.

Average diluted shares outstanding were 209 million compared to 166 million in the second quarter of 2020. The increase primarily reflected 36 million shares of unrealized dilution associated with the company’s convertible notes.

EPS of $0.58 this quarter. Adjusted EPS of $0.60 this quarter excludes $0.02 of non-cash interest expense on the company’s convertible notes.

Inventory

Total consolidated ending inventory at cost increased $82 million or 20% to $504 million compared to a 21% decline last year. Inventory was up across both brands, positioned in key Fall categories, yet remained below revenue growth, which is consistent with our focus on inventory optimization.

Capital Expenditures

In the second quarter of 2021, capital expenditures totaled $49 million, and year to date totaled $86 million. For fiscal 2021, the company now expects capital expenditures to be at the lower end of our prior guidance range of $250 to $275 million.

Cash Flow and Balance Sheet

The company ended the period with total cash and short-term investments of $824 million. This compares to $899 million in second quarter 2020 which included $200 million from AEO’s revolving credit facility, repaid in third quarter 2020.

Shareholder Returns

As previously announced, the Board of Directors of AEO approved a 31% increase in the quarterly dividend in June 2021 from $0.1375 to $0.18 per share. The company’s second quarter cash dividend of $30 million was paid during the quarter.

Conference Call and Supplemental Financial Information

Today, management will host a conference call and real time webcast at 9:00 a.m. Eastern Time. To listen to the call, dial 1-877-407-0789 or internationally dial 1-201-689-8562 or go to www.aeo-inc.com to access the webcast and audio replay. Additionally, a financial results presentation is posted on the company’s website.

Non-GAAP Measures

This press release includes information on non-GAAP financial measures (“non-GAAP” or “adjusted”), including consolidated adjusted operating income and earnings per share, excluding non-GAAP items. These financial measures are not based on any standardized methodology prescribed by U.S. generally accepted accounting principles (“GAAP”) and are not necessarily comparable to similar measures presented by other companies. Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Management believes that this non-GAAP information is useful for an alternate presentation of the company’s performance, when reviewed in conjunction with the company’s GAAP consolidated financial statements, as it helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude in such non-GAAP measures. Accordingly, we believe that adjusted operating income provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to the key financial metrics used by our management in our financial and operational decision-making.

These amounts are not determined in accordance with GAAP and therefore, should not be used exclusively in evaluating the company’s business and operations. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-GAAP financial measures in conjunction with the related GAAP financial measures.

About American Eagle Outfitters, Inc.

American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle® and Aerie® brands. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, and Hong Kong, and ships to 81 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 200 international locations operated by licensees in 33 countries. For more information, please visit www.aeo-inc.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent our expectations or beliefs concerning future events, including third quarter and annual fiscal 2021 results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on many important factors, some of which may be beyond the company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “potential,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 30, 2021 and in any other filings that we may make with the Securities and Exchange Commission in some cases have affected, and in the future could affect, the company’s financial performance and could cause actual results for fiscal 2021 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the negative impacts of the COVID-19 pandemic and related operational disruptions; the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately; seasonality of our business; our inability to achieve planned store financial performance; our inability to react to raw material cost, labor and energy cost increases; our inability to gain market share in the face of declining shopping center traffic; our inability to respond to changes in e-commerce and leverage omni-channel demands; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; challenges with information technology systems, including safeguarding against security breaches; and global economic, public health, social, political and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.

AMERICAN EAGLE OUTFITTERS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

July 31,

January 30,

August 1,

2021

2021

2020

ASSETS

Cash and cash equivalents
$

773,994

$

850,477

$

898,787

Short-term investments

50,000

–

–

Merchandise inventory

503,507

405,445

421,196

Accounts receivable

155,361

146,102

107,243

Prepaid expenses and other

118,721

120,619

155,141

Total current assets

1,601,583

1,522,643

1,582,367

Property and equipment, net

641,396

623,808

659,351

Operating lease right-of-use assets

1,103,247

1,155,965

1,271,491

Intangible assets, including goodwill

70,620

70,332

51,432

Non-current deferred income taxes

46,600

33,045

30,224

Other assets

31,576

29,013

33,111

Total Assets
$

3,495,022

$

3,434,806

$

3,627,976

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable
$

221,471

$

255,912

$

295,296

Current portion of operating lease liabilities

288,534

328,624

348,921

Accrued compensation and payroll taxes

133,185

142,272

66,131

Other current liabilities and accrued expenses

56,568

55,343

51,281

Unredeemed gift cards and gift certificates

44,095

62,181

43,165

Accrued income taxes and other

25,365

14,150

12,783

Dividends payable

–

–

22,837

Total current liabilities

769,218

858,482

840,414

Non-current operating lease liabilities

1,094,386

1,148,742

1,253,105

Long-term debt, net

331,680

325,290

516,953

Other non-current liabilities

24,207

15,627

19,604

Total non-current liabilities

1,450,273

1,489,659

1,789,662

Commitments and contingencies

–

–

–

Preferred stock

–

–

–

Common stock

2,496

2,496

2,496

Contributed capital

630,506

663,718

647,284

Accumulated other comprehensive loss

(36,894

)

(40,748

)

(47,991

)

Retained earnings

2,058,448

1,868,613

1,807,687

Treasury stock

(1,379,025

)

(1,407,414

)

(1,411,576

)

Total stockholders’ equity

1,275,531

1,086,665

997,900

Total Liabilities and Stockholders’ Equity
$

3,495,022

$

3,434,806

$

3,627,976

Current Ratio

2.08

1.77

1.88

AMERICAN EAGLE OUTFITTERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars and shares in thousands, except per share amounts)

(unaudited)

GAAP Basis

13 Weeks Ended

July 31, % of August 1, % of

2021

Revenue

2020

Revenue

Total net revenue
$

1,194,156

100.0

%

$

883,510

100.0

%

Cost of sales, including certain buying, occupancy and warehousing expenses

691,765

57.9

%

618,311

70.0

%

Gross profit

502,391

42.1

%

265,199

30.0

%

Selling, general and administrative expenses

293,939

24.6

%

223,711

25.3

%

Impairment, restructuring and COVID-19 related charges

–

0.0

%

14,611

1.7

%

Depreciation and amortization expense

40,456

3.4

%

39,114

4.4

%

Operating income (loss)

167,996

14.1

%

(12,237

)

-1.4

%

Interest expense (income), net

8,921

0.8

%

8,547

1.0

%

Other (income) expense, net

(1,363

)

-0.1

%

(1,554

)

-0.2

%

Income (loss) before income taxes

160,438

13.4

%

(19,230

)

-2.2

%

Provision (benefit) from income taxes

38,927

3.2

%

(5,478

)

-0.6

%

Net income (loss)
$

121,511

10.2

%

$

(13,752

)

-1.6

%

Net income (loss) per basic share
$

0.73

$

(0.08

)

Net income (loss) per diluted share
$

0.58

$

(0.08

)

Weighted average common shares outstanding – basic

167,491

166,315

Weighted average common shares outstanding – diluted

208,933

166,315

GAAP Basis

26 Weeks Ended

July 31, % of August 1, % of

2021
Revenue
2020
Revenue

Total net revenue
$

2,228,769

100.0

%

$

1,435,202

100.0

%

Cost of sales, including certain buying, occupancy and warehousing expenses

1,290,188

57.9

%

1,141,697

79.5

%

Gross profit

938,581

42.1

%

293,505

20.5

%

Selling, general and administrative expenses

558,430

25.1

%

411,908

28.7

%

Impairment, restructuring and COVID-19 related charges

–

0.0

%

170,231

11.9

%

Depreciation and amortization expense

78,727

3.5

%

81,844

5.7

%

Operating income (loss)

301,424

13.5

%

(370,478

)

-25.8

%

Interest expense (income), net

17,426

0.7

%

8,693

0.6

%

Other (income) expense, net

(3,223

)

-0.1

%

1,429

0.1

%

Income (loss) before income taxes

287,221

12.9

%

(380,600

)

-26.5

%

Provision (benefit) from income taxes

70,244

3.2

%

(109,685

)

-7.6

%

Net income (loss)
$

216,977

9.7

%

$

(270,915

)

-18.9

%

Net income (loss) per basic share
$

1.29

$

(1.63

)

Net income (loss) per diluted share
$

1.04

$

(1.63

)

Weighted average common shares outstanding – basic

168,036

166,461

Weighted average common shares outstanding – diluted

208,400

166,461

AMERICAN EAGLE OUTFITTERS, INC.

GAAP TO NON-GAAP RECONCILIATION

(Dollars in thousands, except per share amounts)

(unaudited)

13 Weeks Ended

July 31, 2021

Interest Expense, net Net Income Diluted Earnings per
Common Share

GAAP Basis
$

8,921

$

121,511

$

0.58

% of Revenue

0.8

%

10.2

%

Less: Convertible debt ^(1):

4,956

3,754

0.02

Non-GAAP Basis
$

3,965

$

125,265

$

0.60

% of Revenue

0.3

%

10.5

%

⁽¹⁾ Amortization of the non-cash discount on the Company’s convertible notes

AMERICAN EAGLE OUTFITTERS, INC.

GAAP TO NON-GAAP RECONCILIATION

(Dollars in thousands, except per share amounts)

(unaudited)

13 Weeks Ended

August 1, 2020

Operating (Loss)

Income

Interest

Expense, net

Net (Loss)

Income

Diluted (Loss) per

Common Share

GAAP Basis
$

(12,237

)

$

8,547

$

(13,752

)

$

(0.08

)

% of Revenue

-1.4

%

1.0

%

-1.6

%

Add: Incremental COVID-19 related expenses and restructuring ⁽¹⁾:

14,611

–

10,447

0.05

Less: Convertible debt ⁽²⁾:

–

3,949

2,826

0.03

Non-GAAP Basis
$

2,374

$

4,598

$

(479

)

$

(0.00

)

% of Revenue

0.3

%

0.5

%

-0.1

%

⁽¹⁾ $14.6 million incremental COVID-19 related expenses and restructuring charges:

-$13.9 million of incremental COVID-19 related expenses consisting of personal protective equipment and supplies for our associates and customers

– $0.7 million of corporate severance charges

⁽²⁾ Amortization of the non-cash discount on the Company’s convertible notes

AMERICAN EAGLE OUTFITTERS, INC.

RESULTS BY SEGEMENT

(Dollars in thousands)

(unaudited)

American Eagle Aerie Corporate⁽¹⁾ Total⁽²⁾

13 weeks ended July 31, 2021

Total net revenue
$

845,882

$

335,795

$

12,479

$

1,194,156

Operating income (loss)
$

198,896

$

70,646

$

(101,546

)

$

167,996

Capital Expenditures
$

17,189

$

16,641

$

15,569

$

49,399

13 weeks ended August 1, 2020

Total net revenue
$

624,831

$

251,511

$

7,168

$

883,510

Operating income (loss)
$

59,603

$

30,404

$

(102,244

)

$

(12,237

)

Impairment, restructuring, and COVID-19 related charges
$

–

$

–

$

14,611

$

14,611

Adjusted operating income (loss)
$

59,603

$

30,404

$

(87,633

)

$

2,374

Capital Expenditures
$

6,774

$

8,620

$

12,098

$

27,492

American Eagle Aerie Corporate⁽¹⁾ Total⁽²⁾

26 weeks ended July 31, 2021

Total net revenue
$

1,573,584

$

633,282

$

21,903

$

2,228,769

Operating income (loss)
$

350,128

$

140,624

$

(189,328

)

$

301,424

Capital Expenditures
$

30,628

$

27,460

$

28,117

$

86,205

26 weeks ended August 1, 2020

Total net revenue
$

1,015,081

$

406,492

$

13,629

$

1,435,202

Operating income (loss)
$

(154,146

)

$

11,275

$

(227,607

)

$

(370,478

)

Impairment, restructuring, and COVID-19 related charges
$

90,926

$

18,215

$

61,090

$

170,231

Adjusted operating income (loss)
$

(63,220

)

$

29,490

$

(166,517

)

$

(200,247

)

Capital Expenditures
$

14,873

$

17,408

$

29,121

$

61,402

⁽¹⁾ Corporate includes revenue and operating results of the Todd Snyder and Unsubscribed brands, which are not material to disclose as separate reportable segments. Corporate operating costs represents certain costs that are not directly attributable to another reportable segment.

⁽²⁾The difference between Total Operating Income (loss) and Income (loss) before Taxes includes the following items, which are not allocated to our reportable segments:

– For the 13 weeks ended July 31, 2021, interest expense, net or $8.9 million and other (income) expense, net of ($1.4) million. For the 26 weeks ended July 31, 2021, interest expense, net of $17.4 million and other (income) expense, net of ($3.2) million.

– For the 13 weeks ended August 1, 2020, interest expense, net of $8.5 million and other (income) expense, net of ($1.6) million. For the 26 weeks ended August 1, 2020, interest expense, net of $8.7 million and other (income) expense, net of $1.4 million.

AMERICAN EAGLE OUTFITTERS, INC.

STORE INFORMATION

(unaudited)

Second Quarter YTD Second Quarter

2021

2021

Consolidated stores at beginning of period
1,074

1,078

Consolidated stores opened during the period

AE Brand
7

11

Aerie stand-alone⁽³⁾
12

18

Todd Snyder
1

1

Unsubscribed
0

1

Consolidated stores closed during the period

AE Brand
(4

)

(18

)

Aerie stand-alone⁽³⁾
0

(1

)

Total consolidated stores at end of period
1,090

1,090

AE Brand
894

Aerie stand-alone⁽³⁾
191

Aerie side-by-side⁽²⁾
183

Unsubscribed
2

Todd Snyder
3

Stores remodeled and refurbished during the period
8

11

Total gross square footage at end of period (in ‘000)
6,799

6,799

International license locations at end of period ⁽¹⁾
242

242

Aerie Openings

Aerie stand-alone⁽³⁾
12

18

Aerie side-by-side stores ⁽²⁾
5

5

Total Aerie Openings
17

23

⁽¹⁾ International license locations are not included in the consolidated store data or the total gross square footage calculation.

⁽²⁾ Aerie side-by-side and Offline side-by-side stores are included in the AE Brand store count as they are considered part of the AE Brand store to which they are attached.

⁽³⁾ Aerie stand-alone stores include 1 OFFLINE opening YTD and 5 OFFLINE stores in the consolidated totals.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005238/en/

Olivia Messina

412-432-3300

[email protected]

KEYWORDS: Pennsylvania United States North America

INDUSTRY KEYWORDS: Fashion Online Retail Retail Consumer Women Men

MEDIA:

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Posted on September 2, 2021 8:04 am
Advantage Solutions to Participate at Upcoming Barclays Global Consumer Staples Conference

IRVINE, Calif., Sept. 02, 2021 (GLOBE NEWSWIRE) — Advantage Solutions Inc. (NASDAQ: ADV) (“Advantage,” the “Company,” “we” or “our”), the leading provider of outsourced sales and marketing services to consumer goods companies and retailers, today announced that its management team will attend the Barclays Global Consumer Staples Conference on September 10, 2021. Investors who are interested in setting up a meeting may contact Advantage Investor Relations or their Barclays conference representative.

About Advantage Solutions

Advantage Solutions is a leading business solutions provider committed to driving growth for consumer goods manufacturers and retailers through winning insights and execution. Advantage’s data and technology-enabled omnichannel solutions — including sales, retail merchandising, business intelligence, digital commerce and a full suite of marketing services — help brands and retailers across a broad range of channels drive consumer demand, increase sales and achieve operating efficiencies. Headquartered in Irvine, California, Advantage has offices throughout North America and strategic investments in select markets throughout Africa, Asia, Australia and Europe through which it services the global needs of multinational, regional and local manufacturers. For more information, please visit advantagesolutions.net.

Contacts:

Dan Riff
Chief Investor Relations & Strategy Officer
Advantage Solutions
[email protected]

Dan Morrison
Senior Vice President, Finance & Operations
Advantage Solutions

Kevin Doherty
Solebury Trout
Managing Director
[email protected]

Posted on September 2, 2021 8:04 am
AEye to Present at Upcoming Investor Conferences

AEye to Present at Upcoming Investor Conferences

DUBLIN, Calif.–(BUSINESS WIRE)–
AEye, Inc. (NASDAQ: LIDR) (“AEye”), the global leader in adaptive, high-performance LiDAR solutions, today announced that the Company will be presenting at the following virtual investor conferences.

Cowen 14^th Annual Global Transportation & Sustainable Mobility Conference

Date: September 8, 2021

Presentation Time: 2:40 PM ET / 11:40 AM PT

Click here to view

Evercore ISI Autotech & AI Forum: New Paradigms In Mobility, Electrification, & Compute

Date: September 21, 2021

Presentation Time: 10:15am ET / 7:15am PT

Click here to view

BofA Future Car Conference 2021

Date: September 30, 2021

Presentation Time: 10:00 AM ET / 7:00 AM PT

A live webcast of the Cowen and Evercore conference presentations will be accessible in the Investor Relations section of AEye’s website at https://investors.aeye.ai/.

About AEye

AEye (NASDAQ: LIDR) is the premier provider of intelligent, next generation, adaptive LiDAR for vehicle autonomy, advanced driver-assistance systems (ADAS), and robotic vision applications. AEye’s iDAR™ (Intelligent Detection and Ranging) system leverages biomimicry and principles from automated targeting applications used by the military to scan the environment, intelligently focusing on what matters most, enabling faster, more accurate, and more reliable perception. iDAR is the only software configurable LiDAR with integrated deterministic artificial intelligence, delivering industry-leading performance in range, resolution, and speed. The company was founded in 2013 and is based in the San Francisco Bay Area.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005224/en/

Media Contact:

AEye, Inc.

Jennifer Deitsch

[email protected]

925-400-4366

Investors:

Financial Profiles, Inc.

Matt Keating

[email protected]

310-622-8230

John Brownell

[email protected]

310-622-8249

Source: AEye, Inc.

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Technology Alternative Vehicles/Fuels Automotive Automotive Manufacturing Manufacturing Audio/Video Software Hardware Data Management

MEDIA:

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Posted on September 2, 2021 8:03 am
Hostess Brands, Inc. to Participate in the Barclays Global Consumer Staples Conference

Hostess Brands, Inc. to Participate in the Barclays Global Consumer Staples Conference

LENEXA, Kan.–(BUSINESS WIRE)–
Hostess Brands, Inc. (Nasdaq: TWNK, TWNKW) (“Hostess” or the “Company”), a leading manufacturer and marketer of snacks including Twinkies®, Donettes®, CupCakes, Ding Dongs®, Voortman® wafers and cookies and a variety of other new and classic treats, announced today that Andy Callahan, President and Chief Executive Officer, and Brian Purcell, Chief Financial Officer, will participate in the Barclays Global Consumer Staples Conference. The Company will be hosting a fireside chat which will begin at 3:20 p.m. Eastern on September 9, 2021. fireside chat will be webcast live and will be available for replay, and can be found on the “News & Events” section of the Company’s website at www.hostessbrands.com.

About Hostess Brands, Inc.

Hostess Brands, Inc. is a leading packaged food company focused on developing, manufacturing, marketing, selling and distributing snack products in North America. The Hostess® brand’s history dates back to 1919, when the Hostess® CupCake was introduced to the public, followed by Twinkies® in 1930. Today, the Company produces a variety of new and classic treats in addition to Twinkies® and CupCakes, including Donettes®, Ding Dongs®, Zingers®, Danishes, Honey Buns and Coffee Cakes. In January 2020, the Company acquired Voortman Cookies Limited which produces a variety of cookies and wafers products, including sugar-free products under the Voortman® brand. For more information about Hostess® products and Hostess Brands, please visit hostesscakes.com. Follow Hostess on Twitter: @Hostess_Snacks; on Facebook: facebook.com/Hostess; on Instagram: Hostess_Snacks; and on Pinterest: pinterest.com/hostesscakes.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005210/en/

Investors, please contact:

Amit Sharma

[email protected]

Media, please contact:

Hannah Arnold and Marie Espinel

The LAKPR Group

[email protected] and [email protected]

KEYWORDS: United States North America Kansas

INDUSTRY KEYWORDS: Food/Beverage Retail

MEDIA:

Posted on September 2, 2021 8:03 am
Chevron, Bunge Announce Proposed Joint Venture to Create Renewable Fuel Feedstocks

Chevron, Bunge Announce Proposed Joint Venture to Create Renewable Fuel Feedstocks

SAN RAMON, Calif. & ST. LOUIS–(BUSINESS WIRE)–
Chevron U.S.A. Inc., a subsidiary of Chevron Corporation (NYSE: CVX), and Bunge North America, Inc., a subsidiary of Bunge Limited (NYSE: BG), announced today a memorandum of understanding (MOU) of a proposed 50/50 joint venture to help meet the demand for renewable fuels and to develop lower carbon intensity feedstocks.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210902005208/en/

Upon finalization of the joint venture, Chevron and Bunge’s partnership would establish a reliable supply chain from farmer to fueling station for both companies. Bunge is expected to contribute its soybean processing facilities in Destrehan, Louisiana, and Cairo, Illinois, and Chevron is expected to contribute approximately $600 million in cash to the joint venture. Through the joint venture, the two companies anticipate approximately doubling the combined capacity of the facilities from 7,000 tons per day by the end of 2024. The joint venture would also pursue new growth opportunities in lower carbon intensity feedstocks, as well as consider feedstock pretreatment investments.

“As the world’s largest oilseed processor, we are pleased to expand our partnership with an energy industry leader to increase our participation in the development of next generation, renewable fuels. Together, we share a commitment to sustainability and reducing carbon in the energy value chain. This relationship with Chevron would enable Bunge to better serve our farmer customers by accessing demand in the growing renewable fuels sector,” said Greg Heckman, Bunge CEO.

Under the proposed joint venture arrangement, Bunge will continue to operate the facilities, leveraging its expertise in oilseed processing and farmer relationships to manage origination and marketing of meal and plant-based oil. Chevron would have offtake rights to the oil to use as renewable feedstock to manufacture diesel and jet fuel with lower lifecycle carbon intensity, in addition to providing market knowledge and downstream retail and commercial distribution channels.

“Through our commercial work with Bunge, we have come to appreciate their strong company culture, their strategic desire to advance the production of lower carbon fuels, their commitment to capital discipline and promotion of sustainable agriculture in their supply chains,” said Mark Nelson, executive vice president of Downstream & Chemicals for Chevron. “Chevron’s proposed joint venture with Bunge positions us to expand into the renewable fuel feedstock value chain, which will advance our higher returns, lower carbon strategy.”

The creation of the proposed joint venture is subject to the negotiation of definitive agreements with customary closing conditions, including regulatory approval.

About Chevron

Chevron is one of the world’s leading integrated energy companies. We believe affordable, reliable and ever-cleaner energy is essential to achieving a more prosperous and sustainable world. Chevron produces crude oil and natural gas; manufactures transportation fuels, lubricants, petrochemicals and additives; and develops technologies that enhance our business and the industry. To advance a lower-carbon future, we are focused on cost efficiently lowering our carbon intensity, increasing renewables and offsets in support of our business, and investing in low-carbon technologies that enable commercial solutions. More information about Chevron is available at www.chevron.com.

About Bunge Limited

Bunge (www.bunge.com, NYSE: BG) is a world leader in sourcing, processing and supplying oilseed and grain products and ingredients. Founded in 1818, Bunge’s expansive network feeds and fuels a growing world, creating sustainable products and opportunities for more than 70,000 farmers and the consumers they serve across the globe. The company is headquartered in St. Louis, Missouri and has almost 23,000 employees worldwide who stand behind approximately 300 port terminals, oilseed processing plants, grain facilities, and food and ingredient production and packaging facilities around the world.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements relating to Chevron’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the company’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, Chevron undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for our products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries and other producing countries; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; changing economic, regulatory and political environments in the various countries in which the company operates; general domestic and international economic and political conditions; changing refining, marketing and chemicals margins; the company’s ability to realize anticipated cost savings, expenditure reductions and efficiencies associated with enterprise transformation initiatives; actions of competitors or regulators; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the company’s suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of the company’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond the company’s control; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from pending or future litigation; the company’s ability to achieve the anticipated benefits from the acquisition of Noble Energy, Inc.; the company’s future acquisitions or dispositions of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government mandated sales, divestitures, recapitalizations, industry-specific taxes, tariffs, sanctions, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; the receipt of required Board authorizations to pay future dividends; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; the company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 18 through 23 of the company’s 2020 Annual Report on Form 10-K and in other subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this news release could also have material adverse effects on forward-looking statements

Cautionary Statement Concerning Forward-Looking Statements

This Bunge press release contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following important factors, among others, could cause actual results to differ from these forward-looking statements: the negotiation and finalization of the definitive documentation related to the joint venture; the ability to achieve the expected targets of the joint venture and the ability to realize the benefits we expect to derive from it; the outcome and effects of the Board’s strategic review; our ability to attract and retain executive management and key personnel; industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business; fluctuations in energy and freight costs and competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, dispositions, joint ventures and strategic alliances; our ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally. The forward-looking statements included in this release are made only as of the date of this release, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210902005208/en/

Investor Contacts:

Roderick Green

Chevron

[email protected]

Ruth Ann Wisener

Bunge Limited

636-292-3014

[email protected]

Media Contacts:

Tyler Kruzich

Chevron

925-549-8686

[email protected]

Bunge News Bureau

Bunge Limited

636-292-3022

[email protected]

KEYWORDS: United States North America Illinois California Missouri Louisiana

INDUSTRY KEYWORDS: Environment Oil/Gas Alternative Energy Agriculture Energy Natural Resources

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